Texas Secretary of State

Holiday Notice: The Office of the Texas Secretary of State will be closed Friday, April 3. The office will resume normal operating hours of 8:00 a.m. to 5:00 p.m. Monday, April 6. Electronic filing and business document searches are available through SOSDirect 24/7.

The answers to our Frequently Asked Questions are provided for informational purposes and are not intended to provide legal advice or to substitute for the advice of an attorney. If you have specific legal questions, consult your attorney.

Does my foreign entity need to file an application for registration?

A foreign filing entity, as described in section 9.001 of the BOC, must file an application for registration, previously known as an application for certificate of authority, if it “transacts business” in Texas. Texas statutes do not specifically define “transacting business;” however, section 9.251 of the BOC lists 15 activities that do not constitute “transacting business.” Generally, a foreign entity is transacting business in Texas if it has an office or an employee in Texas or is otherwise pursuing one of its purposes in Texas. The secretary of state cannot give a legal opinion as to whether a particular foreign entity is “transacting business” in Texas. If you are unsure whether registration is required, you should consult with your legal counsel.

Does a foreign (including an out-of-state) filing entity that is a general partner of a Texas partnership or a manager of a Texas LLC have to register to transact business in Texas if the foreign entity has no other contact with the state of Texas?

Texas Attorney General Opinion JM-7 holds that the act of being a general partner of a Texas partnership constitutes transacting business in Texas. This holding may extend to foreign entities that are managing members or managers of a Texas LLC. Accordingly, a foreign filing entity that is a general partner of a Texas LP or a managing member or manager of a Texas LLC may be required to register to transact business in Texas. Foreign entities should consult with their legal counsel to determine whether registration with the Texas secretary of state is required.

Must a foreign business trust qualify or register to transact business in Texas?

Yes. A foreign business trust has been required to register with the secretary of state if it is transacting business in Texas since January 1, 2006, the effective date of the BOC. See Form 312 (Word 175kb, PDF 164kb).

Does an out-of-state LLP have to register with the secretary of state before it transacts business in Texas? If the underlying partnership of the out-of-state LLP is an LP, does the underlying out-of-state LP also have to register?

Yes. §152.901 et seq. See Form 307 (Word 115kb, PDF 67kb). The fee for registration is $200 for each general partner that resides in Texas, but no less than $200 and no more than $750. LLP registrations must be renewed each year. See Form 308 (Word 111kb, PDF 156kb). If the underlying partnership is an LP, the LP must also file a separate application for registration. The fee for this one-time registration is $750. See Form 306 (Word 167kb, PDF 126kb).

Are non-U.S. businesses transacting business in Texas required to register to transact business in Texas? Are they subject to Texas state franchise taxes?

Yes. Non-U.S. corporations, LLCs, LPs and financial institutions must register with the secretary of state before transacting business in Texas. Such entities are subject to state franchise tax and federal income tax on certain income. For more information about federal taxes, visit www.IRS.gov or call (800) 829-3676. For information on state taxes, visit the Comptroller of Public Accounts or call (800) 252-1381.

Can I file an application for registration online?

Yes. Applications for registration can be filed online through SOSDirect 24 hours a day, 7 days a week.

Should I file a name registration or an application for registration?

It depends. Filing a name registration does not give an entity the authority to transact business in Texas. A valid name registration precludes another entity from filing under a legal or fictitious name that is the same as or deceptively similar to the registered name. A name registration is valid for one year and may be renewed.

An application for registration, formerly called a certificate of authority, is filed by a foreign corporation, limited liability company, limited partnership, limited liability partnership, professional association, or other foreign entity as listed in section 9.001 of the Texas Business Organizations Code when the entity will be transacting business in Texas. Filing an application for registration gives a foreign filing entity the authority to transact business in Texas. However, the need to file an application for registration depends on the nature and extent of the activities of the entity in Texas. In addition, a foreign entity may need to file an application for registration with the secretary of state in order to meet other state law requirements.

If you are unsure whether to file a name registration or application for registration, please contact your private attorney.

If a foreign entity intends to or is already transacting business in Texas, what are the penalties for not registering with the secretary of state?

If a foreign entity transacts business in Texas without registering,

the entity cannot maintain an action, suit, or proceeding in a Texas court until it registers;

the attorney general can enjoin the entity from transacting business in Texas;

the entity is subject to a civil penalty equal to all fees and taxes that would have been imposed if the entity had registered when first required; and

if the entity has transacted business in the state for more than ninety (90) days, the secretary of state will impose a late filing fee for an application for registration equal to the registration fee for each calendar year or part of a calendar year of delinquency.

Can a licensed professional who is a member of a professional association or professional corporation in another state do business in Texas using that foreign professional association or corporation?

Under the Texas Business Organizations Code, a foreign professional corporation or foreign professional association can file an application for registration. See Form 303 (Word 158kb, PDF 140kb) or 311 (Word 159kb, PDF 79kb). However, the licensed professional should contact the Texas board or licensing authority for the profession regarding other legal requirements that must be met before rendering services in Texas.

Does a foreign entity that registers to transact business in Texas have to file an annual report with the secretary of state?

Foreign entities that are subject to state franchise taxes must file an annual franchise tax report with the Texas Comptroller of Public Accounts. As part of the report, a foreign corporation or LLC must file a Public Information Report (PIR) that lists the names of their governing persons at the time the report is filed. Foreign taxable entities, other than corporations and LLCs, file an Ownership Information Report (OIR), which is not public information, with the annual franchise tax report.

Foreign nonprofit corporations and foreign limited partnerships are required to file a periodic report with this office not more than once every four years. The secretary of state will send a report notice to the registered agent/office address on file when it is time for the entity to file its periodic report.

Foreign professional associations are required to file an annual statement in June of each year regardless of their date of registration.

Does a foreign entity that qualifies or registers to transact business in Texas under an assumed name have to conduct its business under that assumed name in Texas, that is, must the assumed name be used on signs, brochures, business cards, contracts, and the like?

The governing statutes provide that when a foreign entity qualifies to transact business under an assumed name it must conduct its business with that assumed name. The statute does not provide specific information as to implementation. However, the secretary of state interprets the statute as intending to avoid confusion between the foreign entity and an entity already doing business in Texas. Therefore, use of the assumed name is required to avoid confusion.

Can I register my out-of-state series LLC to transact business in Texas?

Yes. A series LLC formed under the laws of another jurisdiction will be treated as a single legal entity for qualification purposes. The LLC itself rather than the individual series should register as the legal entity that is transacting business in Texas. The secretary of state has a separate application for registration form for foreign series LLC. See Form 313 (Word 185kb, PDF 125kb). If each or any series of the LLC transacting business in Texas transacts business under a name other than the name of the LLC, the LLC must file an assumed name certificate in compliance with chapter 71 of the Texas Business & Commerce Code. See Form 503 (Word 125kb, PDF 74kb).

My foreign business is trying to obtain a license from another state agency. Do I have to file an application for registration with the secretary of state?

Maybe. There are three considerations you should take into account. First, do you have a foreign filing entity, as described in BOC §9.001? If so, the second consideration is whether the foreign filing entity is transacting business in Texas? If you have a foreign filing entity that is transacting business in Texas, you must file an application for registration with the secretary of state. See Forms 301-312.

If you have a foreign filing entity that is not transacting business in Texas, the third consideration is whether registration is a prerequisite to obtaining the license you are seeking. You will need to contact the agency or office that issues the license to determine whether registration with the secretary of state is a requirement.

Will I have a late filing fee?

All foreign entities are given a 90 day grace period to register with the secretary of state after initially transacting business in Texas. An entity that registers during the grace period will not be charged late filing fees. Entities that register after the grace period are charged late filing fees. Late filing fees are determined by multiplying the number of whole or partial calendar years that have passed since the date the entity initially transacted business in Texas times the registration fee.

For nonprofit corporations and cooperative associations, the registration fee is $25.

For all other entities, the registration fee is $750.

Example: A for-profit corporation that has been transacting business in Texas since June 1, 2007 would owe $3,000 in late filing fees if registering on December 1, 2010. The total fees due with the application for registration would therefore be $3,750.

(The following entity types are not charged late fees for years prior to 2006: professional corporations, professional associations, business trusts, real estate investment trusts, and other foreign entities not required to register under prior law.)

In addition to penalties for late registration, if a foreign entity transacts business in Texas without registering,

The entity cannot maintain an action, suit, or proceeding in a Texas court until it registers.

The attorney general can enjoin the entity from transacting business in Texas.

The entity is subject to a civil penalty equal to all fees and taxes that would have been imposed if the entity had registered when first required.

Under what circumstances am I required to file an amendment to my registration?

A foreign filing entity is required to file an amendment to its registration when the foreign entity:

Changes its name, or

Changes the business or activity stated in its application for registration.

Additionally, a foreign entity that is a limited partnership must file an amendment to its registration to reflect:

The admission of a new general partner;

The withdrawal of a general partner; and

A change in the name of the general partner stated in its application for registration.

Foreign filing entities are required to file an amendment with the secretary of state on or before the 91st day of the change. See Form 406 (Word 100kb, PDF 306kb) and Form 412 (Word 128kb, PDF 93kb)

If a foreign entity registered to transact business in Texas ceases to exist in its jurisdiction of organization because it merges into another foreign entity, what needs to be filed?

When a foreign entity merges out of existence in its jurisdiction of organization, it may:

File a statement terminating its registration if the foreign entity surviving the merger will not be transacting business in Texas or if the foreign entity surviving the merger already holds a registration to transact business in Texas (Form 612 (Word 78kb, PDF 45kb); or

File an amendment to its registration so that a surviving foreign entity may succeed to the registration held by the merged entity. (Form 422 (Word 95kb , PDF 76kb)

What needs to be filed if a registered foreign entity files a conversion to change its jurisdiction of organization ("re-domesticates") or files a conversion to convert to a different type of entity?

If a foreign entity “re-domesticates” or files a conversion to simply change its jurisdiction of formation and does not change its entity type, it can amend its registration to reflect its new jurisdiction of organization by filing Form 406 (Word 100kb, PDF 306kb). However, if the registered foreign entity converts to another type of entity, it can amend its registration so that the converted entity succeeds to its registration by filing Form 422 (Word 95kb , PDF 76kb).

How can I change the entity address as listed in the secretary of state's records?

The process for changing the entity address in the secretary of state’s records depends on the source of the address, which varies by entity type. A reference to an “entity address” does not include the registered office address. Changes to the registered agent or registered office information must always be filed with the secretary of state and comply with applicable statutory requirements. See Forms 401 and 408.

Summary chart of procedure and forms for changing the entity address with the secretary of state:

My foreign entity has decided to close its office in Texas and will no longer be doing business in the state. What do I need to file?

If the foreign entity will continue to exist in its jurisdiction of organization, but will just cease to transact business in Texas, the entity may withdraw its registration by filing Form 608 (Word 106kb, PDF 74kb). Unless the foreign entity is a nonprofit corporation, the certificate of withdrawal must include a Certificate of Account Status from the Texas Comptroller of Public Accounts. For further information, contact the Texas Comptroller of Public Accounts at:

By filing the certificate of withdrawal, the foreign entity revokes the authority of the entity’s registered agent to accept service of process in Texas and consents that service of process may be made on the foreign filing entity by serving the secretary of state.

My foreign entity withdrew its registration to transact business in Texas last year and we recently moved our office. Can I update the forwarding address for service of process information on file with the secretary of state?

Yes. The forwarding address for service of process information can be updated by sending written notification to the secretary of state. The written notice should include the name of the entity at the time of its withdrawal, the new address to which the secretary of state may mail of copy of any process against the foreign filing entity served on the secretary of state, and the file number issued by the secretary of state, if known. There is no fee for updating the forwarding address.

My foreign entity ceased to exist in its jurisdiction of organization two years ago, but the secretary of state’s records still show that it has an active registration. What do I need to file?

If the foreign entity has ceased to exist in its jurisdiction of organization, and its registration is not being succeeded pursuant to a merger or conversion, then the entity must terminate its registration. This is done by submitting a certificate from the proper filing officer in the entity’s jurisdiction of formation (usually the secretary of state) evidencing the termination. The certificate can either be a certificate evidencing the fact that the entity has dissolved, merged, etc., or it can be a certified copy of the dissolution, merger or conversion. Form 612 (Word 78kb, PDF 45kb) can be used as a cover letter to the certificate required for termination. The filing fee is $15 ($5 for nonprofit corporations and cooperative associations).

My foreign entity has an active registration with the secretary of state, but will be filing a conversion to convert the foreign entity to a Texas filing entity. Does the foreign entity need to withdraw its registration before it can file the certificate of conversion in Texas?

No; the registration of a foreign filing entity that converts to a Texas filing entity will be automatically withdrawn on the filing of the certificate of conversion. See BOC § 9.012.

Under what circumstances can the secretary of state revoke the registration of a foreign entity?

Section 9.101 of the BOC authorizes the secretary of state to revoke a foreign filing entity’s registration when the secretary of state finds that the entity has failed to:

File a report within the period required by law or pay a fee or penalty prescribed by law when due and payable;

Maintain a registered agent or registered office in Texas as required by law; or

Amend its registration when required by law.

The secretary of state is required to provide the foreign entity with written notice of the delinquency or deficiency before taking action to revoke its registration. Failure to correct the deficiency or delinquency before the 91st day after the date notice was mailed will result in the revocation of the foreign entity’s registration.

Section 9.101 also permits the secretary of state to revoke the registration of a foreign entity when:

The entity has failed to pay a fee required in connection with the application for registration, or

Payment of the fee was dishonored when presented by the state for payment.

However, under the circumstances described above, the secretary of state may take action to revoke the registration of the foreign entity when the entity fails to take action to correct the deficiency within 15 days from the date notice of the deficiency was mailed to the entity.

Any notice sent by the secretary of state will be sent to the foreign entity’s registered office address or principal place of business as shown on the records of the secretary of state. For this reason, it is important to maintain current registered agent and registered office information.

A foreign nonprofit corporation or a foreign limited partnership also may have its registration revoked under other provisions of the BOC, which subject these entities to periodic reporting requirements.

If a foreign nonprofit corporation or foreign LP has had its registration revoked for its failure to file a Periodic Report, how and when can it be reinstated?

To reinstate its registration, a foreign nonprofit corporation or LP must file the required report (See Form 802, Word 146kb, PDF 119kb) for nonprofit corporations; Form 804 (Word 139kb, PDF 119kb for LPs), pay the appropriate filing fee and late fee, and pay all taxes, penalties and interest due (if applicable). LPs must attach to the periodic report a tax clearance letter from the Texas Comptroller of Public Accounts stating that the entity has satisfied all of its franchise tax obligations and is eligible for reinstatement. There is no time limit for when the foreign nonprofit corporation or LP can reinstate its registration

If a foreign entity is forfeited for failure to file franchise tax returns and/or pay franchise taxes, is there a time-limit for reinstatement?

No. When a foreign entity fails to file franchise tax reports and/or pay franchise taxes, the secretary of state is authorized under the Texas Tax Code to forfeit its registration to transact business. An entity forfeited under the Tax Code can reinstate at any time (so long as the entity would otherwise continue to exist) by (1) filing all required franchise tax reports, (2) paying all franchise taxes, penalties, and interest, and (3) filing an application for reinstatement (Form 801 Word 178kb, PDF 87kb), accompanied by a tax clearance letter from the Texas Comptroller of Public Accounts stating that the entity has satisfied all of its franchise tax obligations and is eligible for reinstatement.

If a foreign entity’s registration is revoked for non-tax reasons, is there a deadline for reinstatement?

Maybe. The timeframe for reinstating after a revocation for non-tax reasons varies depending on the type of entity and the reason for the revocation.

Nonprofit corporations

Limited partnerships

All other foreign entities

Foreign entity whose registration has been revoked

No time limit if the entity’s registration was revoked for failing to file a periodic report; otherwise, 36 months from the date of revocation.

No time limit if the entity’s registration was revoked for failing to file a periodic report; otherwise, 36 months from the date of revocation.